Performance Conditions. The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.
Performance Conditions. The obligation of Contributors to consummate the Closing shall be contingent upon the following: (i) the REIT’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, except to the extent the inaccuracy of which would not have a Material Adverse Effect, without giving effect to any knowledge based qualifications; (ii) as of the Closing Date, the REIT shall have performed its obligations hereunder that are to be performed on or prior to the Closing Date and all deliveries to be made at or prior to the Closing Date (including, without limitation, delivery of the Consideration) shall have been tendered; and (iii) the Closing Date shall be no later than June 30, 2014, unless such date is mutually extended by the Parties. The obligation of REIT to consummate the Closing shall be contingent upon the following: (x) the Contributors’ representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, except to the extent the inaccuracy of which would not have a Material Adverse Effect, without giving effect to any knowledge based qualifications; and (y) as of the Closing Date, Contributors shall have performed their obligations hereunder that are to be performed on or prior to the Closing Date and all deliveries to be made at or prior to the Closing Date shall have been tendered (other than the failure by Contributors to provide or make available any immaterial document or information in accordance with Section 2.2).
Performance Conditions. The Stock shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Compensation Committee of the Board shall certify whether, and to what extent, the Performance Criteria have been achieved with respect to the Performance Period. If actual performance does not meet the levels associated with the minimum performance necessary for any PSUs to be earned (“Threshold”, as set forth in Appendix B), no Stock shall be issued and the Award shall be forfeited. If actual performance achieved exceeds the levels associated with maximum performance target(s) (“Maximum” as set forth in Appendix B), no additional PSUs may be earned over the Maximum. Straight-line interpolation will be applied to determine the resulting amount of PSUs earned if actual performance falls between multiple payment amounts corresponding to alternative performance levels specified in Appendix B.
Performance Conditions. 1. The Company’s average closing price per Share as reported on the NASDAQ Global Select Market during at least one measurement period (as described below) must be at least 25% higher than the Exercise Price per Share specified in the Stock Option Grant Summary.
2. The measurement period will consist of the applicable trading days in any consecutive 30 (thirty) calendar day period preceding the first, second and/or third anniversaries of the Date of Grant.
3. On each anniversary of the Date of Grant (or as promptly as practicable thereafter), the Company will calculate the average closing price for the applicable measurement periods preceding such date in order to determine if the performance condition has been satisfied.
Performance Conditions. The obligations of the Calculation Agent to effect the transactions contemplated hereby shall be subject to the following conditions:
(a) The Calculation Agent shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) and (ii) been satisfied with the results of such due diligence in its sole discretion.
(b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent evidence satisfactory to the Calculation Agent substantiating that it is not a Non-Exempt Person and that the Calculation Agent is not obligated under Applicable Law to withhold Taxes on sums paid to it with respect to the Portfolio Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is created or organized under the laws of the United States, any State thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-8ECI, Form W-8EXP, Form W-8IMY (with appropriate attachments) or Form W-8BEN or W-8BEN-E, or successor forms, as may be required from time to time, duly executed by Holdings or the Borrower, as applicable, as evidence of such party's exemption from the withholding of United States tax with respect thereto. The Calculation Agent shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or the Borrower shall have furnished to the Calculation Agent the requested forms, certificates, statements or documents.
(c) In each and every case of a Holdings AML and International Trade Default or Borrower AML and Internationa...
Performance Conditions. You agree that the Show must always be presented in its entirety. No audio material may be edited from the soundtrack. No visuals may be edited, added or deleted in any way. You agree not to (a) decompile, disassemble or otherwise reverse-engineer the Show, (b) modify or create derivative works of the Show, (c) remove any credits or copyright or other proprietary designations for the Show, or (d) translate or otherwise alter the Show without the prior written consent of Academy.
Performance Conditions. The shares of Restricted Stock shall become vested on the last day (such date, the “Vesting Date”) of any five consecutive trading day period ending on or after January 1, 2017 during which the average closing price of the Shares on the New York Stock Exchange (or such other securities exchange on which the Shares may then be traded) equals or exceeds 105% of the closing price of a Share on the New York Stock Exchange (or such other securities exchange in which the Shares then may be traded) on December 31, 2016, provided that the Vesting Date must occur, if at all, prior to the fifth anniversary of the Date of Xxxxx. In the event that a Change of Control occurs during the Recipient’s Continuous Service, unless the Company is the surviving entity in the Change of Control and the Restricted Stock Award continues to be outstanding after the Change of Control of the Company on substantially the same terms and conditions as were applicable immediately prior to the Change of Control, then the shares of Restricted Stock subject to this Agreement shall automatically and without any action on the part of the Recipient, shall become fully vested immediately prior to the Change in Control.
Performance Conditions. The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions.
Performance Conditions. This Award is fully conditioned on and subject to performance adjustments, which include the right of the Committee to cancel all or any unpaid portion of an Award, if the Committee determines in its sole discretion that: ▪ You engage in misconduct which has or might reasonably be expected to have reputational or other harm to the Company or any conduct that constitutes Cause; ▪ You engage in misconduct or commit a material error that causes or might reasonably be expected to cause significant financial or reputational harm to the Company or your business group; ▪ The Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy; ▪ You improperly or with gross negligence, including in a supervisory capacity, fail to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to the Company or your business group; or ▪ The Company or your business group suffers a material downturn in its financial performance or suffers a material failure of risk management. The Committee may consider any factors it determines necessary or appropriate for purposes of making a determination whether a performance adjustment is appropriate and the amount of the adjustment based on the particular facts and circumstances. All determinations by the Committee will be final and binding.
Performance Conditions. The performance conditions are set forth on Exhibit A. Upon certification by the Committee of the completion of the performance conditions, the dollar equivalent of the percentage of salary will be determined. The Participant will receive a number of Units determined by dividing the dollar equivalent by the Fair Market Value of a share of Company Stock on the date that the completion of the performance conditions is certified by the Committee or its designee (the “Determination Date”). No Units will be awarded hereunder if the Participant separates from service for any reason before the Determination Date.
